AGREEMENT ON GRANTING RIGHT TO THE USE OF THE GREEN DOT MARK

Transcription

1 AGREEMENT ON GRANTING RIGHT TO THE USE OF THE GREEN DOT MARK Entered into in Belgrade on by and between: Company for Packaging Waste Management SEKOPAK DOO Beograd, with its head office at Bulevar Mihajla Pupina Street No. 10b/2, New Belgrade, company ID No , tax ID No , represented by Violeta Belanović Kokir, General Manager, hereinafter referred to as SEKOPAK or Contracting Party ; and Name: Head office: Company ID No. Tax ID No. Authorised person: hereinafter referred to as the User or Contracting Party. Whenever in this Contract SEKOPAK and User are referred to jointly, namely collectively they are referred to as the Contracting Parties. Preamble The Contracting Parties state in mutual agreement that: a) SEKOPAK is a business company which performs business as an Operator in terms of the Law on Packaging and Packaging Waste ( Official Gazette of the Republic of Serbia No. 36/2009), in accordance with the Decision of the Ministry of Environment and Spatial Planning of the Republic of Serbia on issuance of permit to the operator of packaging waste management system, registration number 001, dated 21/05/2010; b) Company Der Grüne Punkt Duales System Deutschland AG, with its head office in Cologne, Germany (hereinafter referred to as DSD ), holds the rights of protected European trade mark, i.e. registered mark The Green Dot (hereinafter referred to as the Mark ), registration numbers , , and ; c) DSD has authorised its daughter company Packaging Recovery Organisation Europe s.p.r.l., Rue Martin V 40, 1200 Brussels, Belgium (hereinafter referred to as Pro Europe ) to transfer, on its behalf and for its account, the right of the trademark The Green Dot to other national operators of packaging waste managing systems. d) SEKOPAK has entered with Pro Europe into the Principal Licensing Agreement ( Principal Licensing Agreement ) wherewith SEKOPAK acquired an exclusive right to use the trademark The Green Dot in the territory of the Republic of Serbia, as well as authorisation to grant rights to third persons in the territory of Serbia to use the trademark The Green Dot in trading. Strana 1 od 9

2 e) Pursuant to the rules of Pro Europe, the trademark The Green Dot denotes that for packaging on which there is the said Mark a consideration has been paid to the national operator of packaging waste management system which operator has been organised according to the principles stipulated in European Directive No. 94/62 and the principles of national legislation (original definition in English reads: The mark The Geen Dot on packaging means that, for such packaging, a financial contribution has been paid to a national packaging recovery company that has been set up in accordance with the principles defined in European Directrive No. 94/62 and its national law. ). f) The User avails of executed agreement with authorised operator on the transfer of legal obligations related to the management of packaging waste; or the User avails of a permit issued by the competent Ministry for independent management of packaging waste. Now, therefore, in view of the above statements, the Contracting Parties have agreed as follows: Subject Matter of the Agreement Article SEKOPAK herewith authorises the User, which in the territory of Serbia operates as a producer and/or importer and/or packer/filler and/or supplier in terms of the provisions of the Law on Packaging and Packaging Waste, to mark the packaging it places into market in the territory of the Republic of Serbia with the trademark The Green Dot (the look of the trademark The Green Dot is given in Annex 1 to this Agreement) and this solely within the meaning assigned by the definition set forth in para d) of the Preamble hereof, as well as in the manner and under the conditions defined by this Agreement. 1.2 Any use of the trademark The Green Dot beyond the framework and meaning of the definition set forth in para d) of the Preamble, as well as contrary to the manner and conditions stipulated by this Agreement is not permitted. 1.3 Rights acquired under this Agreement may not be transferred by the User to a third person in any way whatsoever. Rights acquired hereunder are revocable by unilateral decision of SEKOPAK. Use of the Mark Article Pursuant to this Agreement, the User is authorised to label with the Mark the primary packaging of goods it places into the market in the territory of the Republic of Serbia. 2.2 The User s primary packaging intended for export outside Serbia may be labelled with the Mark based on a separate agreement with the licensor of the Mark for the export country or countries, concluded by legal entity which has the status of Obliged company for such packaging in aforesaid country or countries, i.e. according to rules of the company Packaging Recovery Organisation Europe s.p.r.l The User may chose the colour and size in which to use the Mark, as long as the Mark is not less than 6mm (six milimeters) in diameter; Strana 2 od 9

3 2.4 User may use the Mark only on packaging which becomes communal packaging waste (primary packaging) which according to its type, chemical composition, physical and other properties complies to the standards prescribed by the Law on Packaging and Packaging Waste and regulations related thereto; 2.5 By executing this Agreement the User has not committed to invariably label with the Mark all packaging it places onto market. Fee Article Following the signing of this contract, the User is obliged within 10 days from the date of invoicing to pay to Sekopak the annual licensing fee according to Attachment 2 to this contract, using the mean RSD/EUR exchange rate of the National Bank of Serbia valid on the date of invoicing. In event the User is late in effecting payment of the invoiced amount it shall be liable to pay SEKOPAK also interest in amount of legal default interest. 3.2 The annual license fee defined in the paragraph 3.1 of this Contract is due for payment on the same date as the date of the first annual invoice. 3.3 For the User which has entered Contract on Assuming Obligations pursuant to the Law on Packaging and Packaging Waste with SEKOPAK as Operator, the fee referred to in clause 3.1 hereof is included in the fee set forth in Art. 9 and 10 of the Contract on Assuming Obligations pursuant to the Law on Packaging and Packaging Waste and shall not be additionally calculated and charged under the provisions hereof. Reporting and Audit Article The User is obliged at the signing of this Contract to submit: A copy of the last annual packaging report which the User has submitted to the Environment Protection Agency of Serbia on packaging waste management, or Duly filled in and signed application form which represents Attachment 3 to this Contract, and also for every calendar year covered by this Contract (license agreement), as proof that the User fulfils its legal obligations regarding packaging waste 4.2 Information submitted according to article 4.1 of this Contract shall be treated by Sekopak as confidential. 4.3 User is obligated to provide an independent auditor chosen by SEKOPAK with insight into business books and any other relevant documents for the purpose of establishing whether the User lawfully fulfils its legal obligations related to packaging and packaging waste. If the independent auditor finds that the User lawfully performs its legal obligations, the costs of audit shall be borne by SEKOPAK. Strana 3 od 9

4 However, if the independent auditor finds irregularities of any scope whatsoever, the User shall be liable to bear the audit costs. Term and Termination Article This Agreement shall become legally effective as of the date of signing by authorised representatives of the Contracting Parties. This Agreement has been entered into to indefinite period. 5.2 Contracting Parties are entitled to unilaterally terminate this Agreement without stating reasons subject to a six month notice period. Unilateral termination notice may be communicated solely in writing by a registered letter delivered by mail or courier service, addressed to the address for service denoted as such herein. 5.3 SEKOPAK is entitled to unilaterally terminate this Agreement with 3 months notice in event the User: uses the Mark in the manner which misleads third parties; uses the Mark in the manner which does not comply to the definition of the Mark set forth in para e) of the Preamble hereof; uses the Mark which in respect of design and wording is different from Annex 1 hereof, as well as in unpermitted format; uses the Mark on packaging which is not communal packaging waste ; uses the Mark on packaging that does not comply to prescribed requirements in respect of physical and chemical properties; fails to submit to SEKOPAK report or application form prescribed by article 4.1 of this contract, to prove compliance with packaging waste regulations; does not allow the independent auditor chosen by SEKOPAK to inspect business books and other relevant documents; fails to lawfully fulfils its legal obligations related to packaging and packaging waste; Or in any other way whatsoever breaches generally accepted European and national principles of handling packaging and packaging waste. The rights acquired by this Contract can be unilaterally recalled in case Sekopak loses its distribution rights over the Green Dot mark in Serbia. 5.4 In case of termination of this Agreement in the manner and for the reasons referred to in clause 5.2 and 5.3 hereof, as of the date of receipt of the notice of termination the User shall lose any and all rights connected with the Mark and shall not be entitled to any compensation on any grounds whatsoever To avoid any doubt, the User is not allowed to place on the market primary packaging marked with the Green Dot after the expiry of the 90 days license termination notice. Strana 4 od 9

5 Confidentiality of Information Article Relevant information associated with the fulfilment of obligation hereunder shall be exchanged between the Contracting Parties uninhibitedly and transparently. Exception shall be such information which may be considered a business, official or military secret, as well as information which may not be disclosed according to the regulations of competition protection. 6.2 Not any information disclosed for the purpose of fulfilment of this Agreement shall be made available to any third party. Disclosed information may be made available solely subject to prior written approval of the User. 6.3 Contracting Parties commit to keep any and all commercially sensitive information, as well as se information which may be considered a business, official or military secret in accordance with prescribed standards and/or with due diligence. 6.4 The provisions of Art. 6 hereof shall remain valid even after cessation of this Agreement on any grounds whatsoever. Miscellaneous Article Contracting Parties warrant each other that they have obtained all necessary internal decisions in conformance with internal regulations and that they are completely authorised to sign this Agreement. 7.2 Any Annex, amendment of or supplement to this Agreement must be made in writing and signed by authorised persons of the Contracting Parties in order to be legally binding upon the Parties. 7.3 In event that any of the provisions hereof is or be proclaimed invalid it shall not affect the full force of other provisions of this Agreement. The invalid provisions will be replaced by a valid provision which meaning is the closest to the meaning of the invalid provision and which to the largest possible extent fulfils the requirements of the Contracting Parties. 7.4 Contracting Parties agree to settle any differences which may arise from this Agreement by negotiation and amicably. If a difference resulting from this Agreement cannot be settled by mutual agreement within 30 days counted from the date on which one Contracting Party informed the other Party in writing about the existence of the difference, such difference shall be settled by the Commercial Court in Belgrade. 7.5 Any notice under this Agreement from which certain periods are counted from or which are related to the occurrence or cessation of any right or obligation must be delivered to the other Contracting Party in writing, by registered mail or courier service, to the following addresses: Strana 5 od 9

6 User: and»sekopak«d.o.o. Beograd, Bulevar Mihajla Pupina Street No. 10b/2, New Belgrade. 7.6 Contracting Parties are obligated to inform each other about every change of the above specified addresses in the manner described in clause 5.2 hereof. 7.7 This Agreement has been made in four identical and equally valid counterparts of which two are for each of the Contracting Parties. Contracting Parties: For SEKOPAK: For User: Strana 6 od 9

7 Prilog 1: Izgled robnog znaka»zelena tačka«strana 7 od 9

8 Prilog 2: Godišnja naknada za pravo korišćenja robnog znaka»zelena tačka«ukupna količina ambalažnog otpada koju Korisnik godišnje plasira na tržište Repubike Srbije (tona)* Ukupni iznos godišnje naknade (EUR)** , , , , i više 900,00 * Ukupan iznos na osnovu poslednjeg godišnjeg Izveštaja o ambalaži i ambalažnom otpadu koji je Korisnik podneo nadležnoj republičkoj Agenciji ** Obračun navedenih naknada vrši se u dinarima po srednjem kursu Narodne banke Srbije na dan izdavanja računa (shodno odredbama člana 3.1 Ugovora o davanju prava na korišćenje znaka»zelena tačka«) Strana 8 od 9

9 Prilog 3: Prijavni formular za sticanje prava na korišćenje znaka»zelena tačka«podaci O KORISNIKU Pun naziv preduzeća ili preduzetnika Matični broj Poreski identifikacioni broj (PIB) PODACI O ODGOVORNOM LICU (potpisnik Ugovora) Ime Prezime Funkcija Telefon Elektronska pošta ( adresa) PODACI O LICU ODGOVORNOM ZA UPRAVLJANJE OTPADOM Ime Prezime Funkcija Telefon Elektronska pošta ( adresa) PODACI O UPRAVLJANJU AMBALAŽNIM OTPADOM Ukupna količina ambalažnog otpada koji je Korisnik plasirao na tržište Republike Srbije u prethodnoj kalendarskoj godini (tone) Korisnik poseduje dozvolu za samostalno upravljanje ambalažnim otpadom DA / NE (zaokružiti) Korisnik je preneo obavezu upravljanja ambalažnim otpadom na ovlašćenog DA / NE (zaokružiti) Operatera sistema Izjava odgovornog lica Pod materijalnom i krivičnom odgovornošću potvrđujem da su informacije u ovom formularu tačne a iskazana količina ambalažnog otpada tačna, odnosno određena ili procenjena u skladu sa važećom zakonskom regulativom Republike Srbije. Ova izjava se daje u svrhu potvrde da Korisnik uredno ispunjava svoje zakonske obaveze vezane za ambalažu i ambalažni otpad, čime stiče pravo na zaključenje ovog Ugovora (o korišćenju robnog znaka»zelena tačka«). Potpis odgovornog lica Datum Overa Strana 9 od 9